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Ress Life in Dispute Over Legacy Sale — Buyer Seeks Court Ruling as Earn-Out Hangs in the Balance
Copenhagen-listed Ress Life Investments has disclosed a dispute with the buyer of its legacy life insurance portfolio. Ress has terminated the sale and gone to court in the US, the buyer wants the agreement declared valid, and an earn-out valued at about $129 million depends on the outcome.
28 September 2026 • Page 3 • Legacy Life & Litigation
The Transaction
In April 2025, Ress Life Investments agreed to sell the majority of the life insurance policies in its legacy portfolio, as it stood at the end of 2024, to an unnamed market counterparty. The sale was structured in quarterly tranches running to the end of Q3 2026. Ress kept an earn-out giving it a share of future payouts on the policies sold. At 30 June 2026 it still held 25% of the legacy portfolio, and the earn-out was valued at about $129 million.
According to Ress’s announcement of 18 September, the buyer later asked to amend the deal so the portfolio could be transferred to a newly created, bankruptcy-remote special purpose vehicle backed by parent-company guarantees. Ress says it then found that the SPV’s constitutional documents conflicted with what the buyer had told it, and that the SPV or its assets may have been pledged to third parties.
Ress has terminated the purchase agreement and filed complaints in the US courts against the buyer, the SPV, the parent company and other parties. The complaints seek rescission, damages for breach of contract and fraud, and equitable relief to stop assets being transferred. The buyer has counterclaimed for a declaratory judgment that the agreement remains valid. All of these are allegations, and none has been tested in court.
28 September 2026 • Page 3 • Legacy Life & Litigation
Market Context
Ress is a life settlements investor listed on Nasdaq Copenhagen. It buys US life insurance policies and earns its return as they pay out. Its reported equity at 30 June was $225.4 million, so the $129 million earn-out makes up a large share of the company’s value.
The dispute is a reminder that in legacy deals, the counterparty matters as much as the price. Earn-outs and tranche structures are common ways to bridge a valuation gap, but they leave the seller exposed to the buyer long after signing. Here the dispute is about the vehicle holding the assets rather than the valuation. Ress says the outcome, the timeline and the financial consequences remain uncertain, and it has treated the matter as a non-adjusting event in its half-year accounts.
By the Numbers
- ~$129m: value of the earn-out at 30 June 2026
- 25%: share of the legacy portfolio Ress still held at 30 June
- $225.4m: Ress’s equity at 30 June
- Q3 2026: when the tranche sales were due to finish
Key Points
- Legacy life portfolio sale agreed April 2025, in quarterly tranches to Q3 2026
- Buyer sought to transfer the portfolio to a bankruptcy-remote SPV
- Ress alleges the SPV’s documents conflicted with the buyer’s representations
- Ress has terminated the agreement and sued in the US
- Buyer counterclaims for a declaration that the sale remains valid
- Outcome and timeline uncertain
Quote
“The legal outcome, timeline for resolution and potential financial consequences of the matter remain uncertain at this stage.”
— Ress Life Investments, Corporate Announcement 31/2026
28 September 2026 • • Page 3 • Legacy Life & Litigation
JDCC VIEW
Most legacy stories end at signing, but this one shows what can happen afterwards. Selling a portfolio in tranches with an earn-out spreads the price over time, and it spreads the counterparty risk over the same period. Once the buyer wanted to move the assets into a new vehicle, the earn-out was only as secure as that vehicle’s paperwork. Whatever the US courts decide, sellers taking deferred consideration will read this and look harder at who ends up holding the assets, not only at the price.
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